UNIVERSITY  OF  ILLINOIS 
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Ja  09-20M 


NCORPORATE  THE 


X INiSURANCE  COMPANY 


PHILADELPHIA 


APPROVED  THE  SIXTH  DAY  OF  FEBRUARY 


’ r . 


% 


1844. 


Section  1 Be  it  enacted  by  the  Senate  and  House 
of  Representatives  of  the  Commonwealth  of  Pennsyl- 
vania in  General  Assembly  met  and  it  is  hereby  enacted 
by  the  authority  of  the  same  That  the  Phoenix  Insurance 
company  of  Philadelphia  shall  be  and  hereby  is  authorized 
and  empowered  immediately  upon  and  after  the  acceptance 
of  this  act  in  writing  by  a majority  in  value  of  the  stock- 
holders to  set  aside  one  hundred  and  twenty  thousand  dol- 
lars of  the  capital  of  the  said  company  to  be  divided  among 
and  held  by  the  stockholders  of  the  said  Phoenix  Insurance 
company  of  Philadelphia  in  proportion  to  the  number  of 
shares  to  which  they  may  be  respectively  entitled  on  the 
day  of  the  acceptance  of  this  act  as  aforesaid  which  said 
sum  of  one  hundred  and  twenty  thousand  dollars  shall  then 
and  thence  constitute  the  capital  of  the  said  company 
Section  2 That  for  the  respective  shares  and  propor- 
tions of  the  said  sum  of  one  hundred  and  twenty  thousand 
dollars  to  which  the  said  stockholders  shall  be  entitled  the 
t directors  of  the  said  company  shall  issue  new  certificates  of 
stock  of  the  value  of  forty  dollars  each  and  shall  cause  a 
memorandum  thereof  to  be  endorsed  upon  the  old  certificate 
of  stock  then  held  by  the  said  several  stockholders  and  from 
and  after  the  said  acceptance  of  this  act  the  holders  of  the 
new  certificates  shall  be  considered  members  of  this  com- 
pany and  shall  have  the  right  to  vote  at  the  future  meetings 
of  the  said  company  and  all  right  to  vote  upon  the  old  cer- 
tificates of  stock  shall  then  and  from  thenceforth  cease  and 
determine 

Section  3 That  from  and  immediately  after  the  accept- 
ance of  this  act  as  aforesaid  the  name  of  the  said  company 
shall  be  altered  and  changed  without  however  in  any  way 
affecting  or  altering  the  corporate  existence  of  said  company 
or  the  rights  powers  or  authorities  hereby  or  heretofore 
given  and  from  henceforth  the  style  and  title  of  the  said 


4 


company  shall  be  The  Phoenix  Mutual  Insurance  com- 
pany of  Philadelphia’’  under  which  name  style  and  title 
the  said  company  shall  continue  to  take  enjoy  and  possess  all 
the  estates  real  and  personal  wherever  situate  and  all  the 
rights  powers  authorities  and  immunities  of  the  Phoenix 
Insurance  company  of  Philadelphia  and  be  subject  to  and 
responsible  for  all  debts  insurances  liabilities  and  engage- 
ments contracted  or  entered  into  or  imposed  upon  the 
Phoenix  Insurance  company  of  Philadelphia  as  if  no  alter- 
ation of  the  name  style  and  title  of  the  said  company  had 
been  made  and  all  suits  actions  demands  and  proceedings 
whatsoever  by  or  against  the  corporation  entitled  by  this 
act  the  Phoenix  Mutual  Insurance  company  of  Philadelphia 
or  the  corporation  enlitled  by  previous  acts  the  Phoenix 
Insurance  company  of  Philadelphia  either  at  law  or  equity 
or  otherwise  may  be  instituted  prosecuted  and  defended  by 
and  under  the  name  style  or  title  used  by  such  corporation 
at  the  time  of  making  any  contract  or  contracts  occasioning 
such  suits  actions  demands  or  proceedings  or  used  at  the 
time  when  the  cause  of  any  such  suit  action  demand  or  pro- 
ceeding may  have  originated  or  shall  originate 

Section  4 That  the  present  officers  and  directors  of  the 
said  the  Phoenix  Insurance  company  of  Philadelphia  shall 
continue  to  have  and  enjoy  all  the  powers  and  authorities 
and  to  perform  all  the  duties  heretofore  and  hereby  given 
to  or  imposed  upon  the  said  corporation  until  the  first  Mon- 
day in  January  ensuing  the  passage  of  this  act  and  accept- 
ance by  the  stockholders  and  thereafter  until  others  are 
elected  in  their  place  and  stead 

Section  5 That  the  said  company  shall  immediately 
after  the  acceptance  of  this  act  by  the  stockholders  as  afore- 
said proceed  to  settle  the  affairs  of  the  Phoenix  Insurance 
company  of  Philadelphia  up  to  the  date  of  the  said  accept- 
ance and  shall  as  soon  as  conveniently  may  be  divide  among 
and  pay  over  to  the  stockholders  in  the  said  the  Phoenix 


5 


Insurance  company  of  Philadelphia  all  the  remainder  of  the 
capital  beyond  the  sum  of  one  hundred  and  twenty  thousand 
dollars  retained  as  the  future  capital  of  said  company  under 
the  provisions  of  this  act  Provided  That  before  any  such 
dividend  or  payment  of  the  remainder  of  said  capital  stock 
to  or  among  the  stockholders  as  aforesaid  a fund  fully  suffi- 
cient shall  be  retained  to  meet  all  disputed  claims  and  all 
outstanding  risks  insured  by  said  company  which  fund  when 
added  to  the  one  hundred  and  twenty  thousand  dollars  of 
retained  capital  shall  be  equal  to  the  aggregate  amount  of 
such  claims  and  risks  and  any  director  consenting  to  any 
dividend  or  payment  of  said  capital  stock  which  shall  re- 
duce the  reserved  fund  below  this  amount  shall  be  person- 
ally liable  to  any  party  that  may  sustain  injury  thereby  and 
the  amount  of  such  injury  may  be  recovered  by  action  of 
debt  as  in  other  cases 

Section  6 That  upon  the  first  Monday  of  January  and 
after  this  act  shall  go  into  effect  there  shall  be  chosen  fifteen 
directors  who  shall  immediately  upon  their  election  divide 
themselves  by  lot  into  three  classes  of  five  each  of  whom 
the  first  class  shall  continue  directors  for  one  year  the  second 
class  for  two  years  and  the  third  class  for  three  years  or 
until  others  are  chosen  in  their  stead  and  on  the  first  Mon- 
day of  January  in  every  successive  year  there  shall  be 
chosen  five  directors  and  also  such  others  as  may  be  required 
to  fill  any  vacancies  existing  in  the  said  board  which  five 
directors  shall  hold  their  offices  for  three  years  and  until 
others  are  chosen  in  their  stead  and  the  others  during  the 
respective  periods  for  which  their  predecessors  had  been 
elected 

Section  7 That  the  said  board  of  directors  shall  choose 
by  a majority  of  the  whole  number  of  directors  a president 
who  shall  continue  in  office  for  one  year  and  until  another  is 
elected  in  his  stead  and  be  ex-officio  a director  of  said  com- 
pany and  have  besides  his  other  privileges  equal  power  with 


6 


the  directors  in  voting  upon  and  determining  all  questions 
and  matters  relating  to  the  said  company 

Section  8 That  each  and  every  person  holding  a certifi- 
cate or  certificates  for  premiums  earned  on  risks  marked  off 
and  determined  amounting  to  forty  dollars  shall  be  and  become 
a member  of  the  said  company  and  shall  be  entitled  to  vote 
in  all  meetings  of  the  company  and  for  each  sum  of  forty 
dollars  so  held  by  him  or  them  shall  be  entitled  to  the  pri- 
vileges of  a holder  of  one  share  of  the  capital  stock  of  said 
company  under  and  subject  to  all  the  restrictions  and  provi- 
sions of  the  several  acts  of  Assembly  relating  to  said  com- 
pany 

Section  9 That  tbe  officers  of  said  company  shall  with- 
in the  first  month  of  every  year  cause  an  estimate  to  be 
made  as  accurately  as  may  be  of  the  profits  of  the  said  com- 
pany during  the  preceding  year  in  which  estimate  the  losses 
and  expenses  of  the  company  for  the  year  shall  be  deducted 
from  the  receipts  and  earnings  of  said  company  during  the 
same  year  arising  as  well  from  premiums  pa»d  as  from  the 
investments  of  said  premiums  and  of  the  capital  stock  and 
the  balance  (if  any)  shall  be  deemed  the  amount  of  the  net 
profits  for  such  preceding  year  which  estimate  shall  be  bind- 
ing upon  all  persons  entitled  to  receive  certificates  as  here- 
inafter mentioned  And  the  said  officers  shall  thereupon  if 
the  said  net  receipts  are  sufficient  in  the  first  place  to  pay  to 
the  stockholders  not  more  than  six  per  cent  on  the  par  value 
of  their  respective  shares  of  stock  and  after  the  payment  of 
said  interest  to  the  stockholders  then  in  the  second  place 
pay  to  the  holders  of  certificates  for  premiums  earned  on 
risks  marked  off  and  terminated  not  more  than  six  per  cent 
on  the  amount  thereon  mentioned  and  the  said  directors 
shall  moreover  credit  upon  the  books  of  the  said  company 
each  stockholder  and  also  each  person  or  firm  who  shall  have 
paid  any  premiums  to  the  said  company  on  risks  marked  off 
and  determined  during  the  preceding  year  with  a proportion 


7 


of  the  remainder  of  the  said  balance  (exclusive  of  fractional 
parts  of  ten  dollars  as  hereinafter  mentioned)  such  propor- 
tion to  be  ascertained  by  dividing  the  remainder  of  said  net 
balance  after  payment  of  interest  as  aforesaid  among  the 
stockholders  in  proportion  to  the  par  value  of  their  shares 
of  stock  and  among  the  persons  and  firms  by  whom  pre- 
miums were  paid  in  proportion  to  the  sums  received  from 
them  respectively  for  risks  marked  off  and  terminated 
during  that  year  first  deducting  however  all  returned  pre- 
miums and  the  said  directors  shall  thereupon  issue  to  each 
stockholder  and  to  each  person  or  firm  having  paid  pre- 
miums as  aforesaid  a certificate  declaring  him  or  them  and 
his  or  their  executors  and  administrators  or  assigns  to  be 
entitled  to  a portion  of  the  funds  of  the  said  company  equal 
to  the  amount  credited  to  him  or  them  and  also  to  receive 
from  the  said  company  annually  out  of  the  receipts  profits 
and  income  as  aforesaid  interest  upon  the  amount  of  such 
certificate  not  exceeding  six  per  centum  per  annum  which 
certificate  shall  contain  a proviso  that  the  amount  named 
therein  is  liable  to  a pro  rata  deduction  for  any  future  losses 
by  said  company  but  no  person  or  firm  shall  be  credited 
with  or  receive  a certificate  for  a share  of  profits  less  than 
ten  dollars  nor  for  any  fractional  sums  between  the  several 
multiples  of  ten  dollars  but  all  such  fractional  parts  of  ten 
dollars  shall  be  passed  to  the  contingent  fund  of  the  com. 
pany  Provided  always  That  no  interest  shall  be  paid  upon 
the  said  certificates  of  stock  or  for  premiums  earned  except 
from  the  net  interest  and  profits  received  and  made  by  the 
said  company  upon  their  investments  and  the  net  earnings 
of  the  company  for  and  during  the  current  year  in  which 
the  said  interest  shall  have  accrued  after  payment  of  all 
losses  charges  and  expenses  incurred  during  the  said  current 
year  and  if  the  said  receipts  should  not  be  sufficient  to  pay 
and  discharge  the  same  in  full  then  the  whole  shall  be  applied 
first  to  the  payment  of  the  interest  upon  the  stock  in  full  or 


8 


pro  rata  as  the  case  may  be  and  the  balance  if  any  shall  be 
divided  pro  rata  among  the  holders  of  certificates  for  pre- 
miums earned  as  aforesaid  Jind  provided  also  That  as 
often  and  whenever  the  said  capital  stock  or  the  amounts 
received  for  premiums  earned  on  risks  marked  off  and  ter- 
minated shall  be  impaired  or  diminished  by  losses  expenses  or 
by  or  from  any  other  cause  whatsoever  then  in  all  such  cases 
there  shall  be  made  a deduction  equal  in  amount  to  the  said 
losses  or  expenses  or  other  diminution  which  shall  be  assess- 
ed pro  rata  upon  all  the  said  certificates  of  stock  and  upon  all 
certificates  issued  on  account  of  premiums  paid  for  risks  mark- 
ed off  and  terminated  and  immediately  upon  such  assessment 
being  made  by  the  board  of  directors  the  said  certificates 
issued  as  aforesaid  shall  be  binding  and  obligatory  on  the  said 
company  for  the  balance  due  upon  them  afler  such  deduction 
made  and  assessed  as  aforesaid  and  the  said  assessment  and 
deduction  when  made  by  the  board  of  directors  as  aforesaid 
shall  be  binding  and  conclusive  upon  the  holders  of  all  said 
certificates  of  stock  and  for  premiums  earned  either  with  or 
without  notice 

Section  10  That  on  some  day  within  the  first  month  of 
every  year  the  directors  of  the  said  company  shall  cause  to 
be  made  and  printed  a general  balance  statement  of  the  affairs 
of  said  company  which  shall  contain 

I The  amount  of  premiums  received  during  the  previous 
year  specifying  what  amount  was  received  on  marine  risks 
what  on  fire  risks  and  what  on  inland  transportation  and 
navigation  risks 

II  The  amount  of  the  expenses  of  the  said  company  dur- 
ing the  year 

III  The  amount  of  losses  incurred  during  the  year  speci- 
fying what  amount  of  losses  have  been  incurred  by  marine 
risks  what  on  fire  risks  and  what  on  inland  transportation 
and  navigation  risks 

IV  The  balance  remaining  with  the  said  company 


9 


V The  amount  of  interest  payable  on  the  certificates  of 
stock  and  on  those  issued  for  premiums  earned  and  the  divi- 
dends declared  from  the  premiums  earned  during  the  pre- 
ceding year 

VI  The  nature  of  the  securities  in  which  the  property  of 
the  company  has  been  invested  stating  separately  the  amounts 
invested  in  real  securities  and  in  stocks  public  loans  or  other 
personal  securities  and  the  balance  of  cash  on  hand 

Each  member  of  the  company  shall  be  entitled  to  a copy 
of  this  statement  which  shall  be  published  daily  for  one 
week  in  two  daily  newspapers  of  the  city  fof  Philadelphia 
in  the  months  of  January  or  February  in  each  and  every 
year 

Section  11  That  whenever  and  as  often  as  the  accumu- 
lation of  the  profits  invested  shall  independently  of  the 
capital  stock  amount  to  sixty  thousand  dollars  such  accumu- 
lation may  be  applied  to  the  redemption  of  the  certificates 
of  stock  issued  under  the  provisions  of  this  act  and  after  the 
redemption  of  the  whole  of  said  stock  or  after  full  provision 
shall  have  been  made  therefor  then  any  such  accumulation 
or  excess  accruing  or  remaining  may  be  applied  to  the  re- 
demption of  the  certificates  issued  for  premiums  earned  but 
the  certificates  for  premiums  earned  of  a subsequent  year 
shall  not  in  any  case  be  redeemed  until  all  those  of  the  pre- 
ceding year  have  been  paid  off  and  taken  up  or  provided 
for  notice  of  such  redemption  shall  be  given  in  two  public 
papers  of  the  city  of  Philadelphia  daily  for  two  successive 
weeks  in  the  months  of  January  or  February  Provided 
That  if  the  interest  as  aforesaid  thus  declared  on  any  of  the 
certificates  issued  for  premiums  as  aforesaid  shall  not  be  de- 
manded for  the  space  of  three  years  after  the  holder  or 
holders  shall  have  been  entitled  to  receive  the  first  payment 
thereof  then  and  in  such  case  or  cases  the  further  interest 
on  such  certificates  to  cease  And  provided  also  That  if 
any  such  certificate  or  certificates  shall  not  be  called  for  and 


10 


taken  from  the  office  for  the  space  of  five  years  or  if  no  de- 
mand be  made  for  interest  or  other  monies  payable  on  any 
certificate  or  certificates  for  the  like  space  of  time  then  and 
in  all  such  case  or  cases  such  certificate  and  certificates  shall 
be  considered  as  relinquished  and  forfeited  to  the  use  and 
benefit  of  this  corporation  the  board  of  directors  may  how- 
ever by  a special  resolution  modify  or  suspend  the  operation 
of  said  provisos  in  such  particular  cases  where  in  their 
opinion  circumstances  may  warrant  their  so  doing 

Section  12  That  in  case  any  person  holding  or  entitled 
to  a certiMcate  for  stock  or  for  premiums  earned  or  who 
would  as  above  be  entitled  to  receive  any  payment  for  in- 
terest on  account  thereof  shall  be  indebted  to  the  said  com- 
pany they  shall  and  may  withhold  the  said  certificate  and  the 
payment  of  the  said  interest  until  such  debt  or  debts  shall 
be  thereby  satisfied  or  otherwise  paid 

Section  13  That  the  certificates  for  stock  or  for  pre- 
miums earned  shall  be  transfered  only  upon  the  books  of 
the  company  in  person  or  by  an  attorney  duly  constituted 
under  such  rules  and  regulations  as  now  are  or  hereafter 
may  be  prescribed  by  the  by-laws  of  the  company 

Section  14  That  the  said  company  may  cause  them- 
selves to  be  reinsured  against  any  risk  upon  which  they 
have  made  or  shall  make  insurance 

Section  15  That  the  directors  shall  have  power  to 
make  alter  and  annul  by-laws  and  rules  for  the  government 
of  the  affairs  of  the  company  provided  the  same  be  not  m- 
consistent  with  the  constitution  and  laws  of  this  common- 
wealth and  they  shall  also  fix  the  annual  compensation  of 
the  president  and  the  directors  shall  also  have  the  power  of 
calling  general  meetings  of  the  holders  of  certificates  of  stock 
and  of  certificates  for  premiums  earned  and  the  third  article 
of  the  seventh  section  and  so  much  of  the  seventh  article 
of  the  same  section  of  the  act  of  February  sixth  one  thou- 
sand eight  hundred  and  four  as  provided  for  the  annual 


11 


meeting  of  the  stockholders  the  powers  to  make  rules  regu- 
lations &c  are  hereby  repealed 

Section  16  That  the  previous  act  incorporating  the 
Phoenix  Insurance  Company  of  Philadelphia  and  the  sup- 
plements thereto  and  the  provisions  therein  so  far  as  they 
are  not  supplied  altered  or  repealed  and  are  not  inconsistent 
with  the  provisions  of  this  act  shall  be  and  continue  in  force 
until  the  same  shall  be  altered  or  repealed  by  the  legislature 
of  this  commonwealth  Provided  That  nothing  contained 
in  this  act  shall  be  construed  to  authorize  or  confer  upon  said 
company  any  banking  privileges 

JAMES  ROSS  SNOWDEN  Speaker  of  the 
House  of  Representatives 
WILLIAM  BIGLER  Speaker 
of  the  Senate 

Approved  the  eleventh  day  of  March  one  thousand 
eight  hundred  and  forty  four 

DAVID  R.  PORTER 

Pennsylvania  L.  S. 

Secretary’s  Office 


I certify  that  the  within  and  foregoing  is  a true 
copy  of  the  original  law  as  the  same  remains 
filed  in  this  office.  Witness  my  hand  and  the 
seal  of  said  office  at  Harrisburg  the  eleventh  day 
of  March  A.  D.  1 844. 


THOMAS  S WILSON 


Deputy  Sec^ry  Com’wth 


